ProAssurance (PRA) CFO disposes equity in $25-per-share merger
Rhea-AI Filing Summary
PROASSURANCE CORP Chief Financial Officer Dana S. Hendricks reported dispositions of equity in connection with the company’s merger with The Doctors Company. On June 26, 2026, 45,392 shares of common stock were cancelled and converted into the right to receive $25.00 per share in cash under the merger terms.
The filing also shows dispositions of outstanding unvested restricted stock units representing 11,778, 7,686 and 23,720 shares of common stock, which automatically vested at the merger’s effective time and were cancelled for cash based on the same $25.00-per-share merger consideration. Following these merger-related transactions, the Form 4 reflects zero shares and RSUs held for this reporting person.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 45,392 shares
Net Sell
4 txns
Insider
HENDRICKS DANA S
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 23,720 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 7,686 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 11,778 | $0.00 | $0.00 |
| Disposition | Common Stock | 45,392 | $25.00 | $1.13M |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- F1. On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- F2. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- F3. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration").
- F4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- F5. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
Key Figures
Common stock disposed: 45,392 shares at $25.00/share
RSUs block 1: 11,778 RSUs
RSUs block 2: 7,686 RSUs
+3 more
6 metrics
Common stock disposed
45,392 shares at $25.00/share
Common Stock cancelled for cash merger consideration on June 26, 2026
RSUs block 1
11,778 RSUs
Unvested RSUs vesting and cancelled for cash at merger effective time
RSUs block 2
7,686 RSUs
Unvested RSUs vesting and cancelled for cash at merger effective time
RSUs block 3
23,720 RSUs
Unvested RSUs vesting and cancelled for cash at merger effective time
Merger consideration
$25.00 per share
Cash paid for each share of common stock at effective time
Post-transaction holdings
0 shares
Total shares and RSUs reported after listed transactions
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), Effective Time, +1 more
5 terms
Agreement and Plan of Merger regulatory
"On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was cancelled and converted into the right to receive $25.00 per share in cash... (the "Merger Consideration")."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock."
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
disposition to issuer financial
"transaction code description: "Disposition to issuer" for the reported transactions."
FAQ
What did PROASSURANCE (PRA) CFO Dana S. Hendricks report in this Form 4?
The CFO reported issuer-related dispositions of common stock and restricted stock units. These were cancelled at the merger effective time and converted into cash based on the agreed merger consideration of $25.00 per share under the merger agreement with The Doctors Company.
What happened to PROASSURANCE (PRA) restricted stock units held by the CFO?
The filing lists three RSU blocks of 11,778, 7,686 and 23,720 units. At the merger’s effective time, these unvested RSUs automatically vested, were cancelled, and entitled the holder to cash equal to the number of underlying shares multiplied by the $25.00 merger consideration.
Was the PROASSURANCE (PRA) CFO’s equity sale an open-market transaction?
No. The Form 4 uses transaction code D for disposition to issuer. Equity was cancelled and converted into cash pursuant to the Agreement and Plan of Merger with The Doctors Company, rather than being sold in open-market trading on an exchange.
What is the merger consideration referenced in the PROASSURANCE (PRA) Form 4 footnotes?
The merger consideration is $25.00 in cash for each share of common stock outstanding immediately before the effective time, other than excluded shares. Cancelled RSUs also paid cash equal to their underlying share count multiplied by this per-share merger amount.
AI-generated analysis. How Rhea-AI works. Not financial advice.
